Common use of Payments and Benefits Upon Employment Termination After a Change in Control Clause in Contracts

Payments and Benefits Upon Employment Termination After a Change in Control. If, during the Term of this Agreement and within the period ending on the earlier of two (2) years after a Change in Control (all capitalized terms as defined below) or May 6, 2001, or during the Period Pending a Change in Control, (i) your employment with the Company and its Affiliates is terminated without cause (as defined in Subparagraph 7(c)), or (ii) you voluntarily terminate your employment with Good Reason, the Company will, within 30 days (except as otherwise expressly provided) of your Employment Termination, make the payments and provide the benefits described below. (a) The Company will continue your annual Base Salary (as defined below) for twenty-four (24) months following Employment Termination at the same time and in the same manner as the Company paid salary during employment (including the right to defer such amounts under the Company's non-qualified deferred compensation plan) or, at your election, make a lump sum cash payment to you equal to the present value of two times your Base Salary; and (b) For the year in which Employment Termination occurs, the Company will pay an Annual Incentive Plan bonus calculated as of the end of the Annual Incentive Plan year, based on performance for the entire year, at the applicable Target bonus level for that year. The Company will pay such bonus in a lump sum within 45 days of the end of the year of Employment Termination; and (c) With respect to each Welfare Benefit Plan, for the period beginning on Employment Termination and ending on the earlier of (i) two years following Employment Termination, or (ii) the date you become covered by a welfare benefit plan or program maintained by an entity other than the Company or an Affiliate which provides coverage or benefits at least equal, in all respects, to such Welfare Benefit Plan, you shall continue to participate in such Welfare Benefit Plan on the same basis and at the same cost to you as was the case immediately prior to the Change in Control (or, if more favorable to you, as was the case prior to your Employment Termination), or, if any benefit or coverage cannot be provided under a Welfare Benefit Plan because of applicable law or contractual provisions, you shall be provided with substantially similar benefits and coverage for such period; and (d) The Company will pay you a lump sum amount equal to the present value of the additional benefit that you would have accrued under the Company's qualified and non-qualified retirement plans (as in effect prior to the Change in Control or, if benefits are increased under the plans after the Change in Control, as in effect prior to your Employment Termination) had you continued to receive benefits thereunder through the end of the 24th month following Employment Termination. All benefits under the Company's non-qualified retirement plans will be fully vested (to the extent, if any, not vested upon the Change in Control). The Company will pay such lump sum to you within 45 days of the end of the year of Employment Termination; and (e) The Company will add 24 months to your age and benefit service for purposes of determining your eligibility for and benefits under the Company's retiree medical benefit plan; and (f) You will continue to be eligible for the executive perquisites outlined in the Company's policies in effect at the time of the Change in Control (or, if more favorable to you, as in effect prior to your Employment Termination) through the end of the 24th month following Employment Termination. The Company will bear the cost of such benefits and perquisites, at the same level in effect immediately prior to Employment Termination; and (g) If Employment Termination occurs in 1998, you will be fully vested in all performance shares granted to you under the Company's 1996-1998 LTIP, and vested in two-thirds (2/3) of the performance shares under the 1997-1999 LTIP. If Employment Termination occurs in 1999, you will be fully vested in all performance shares granted to you under the Company's 1997-1999 LTIP. The award paid to you under the 1996-1998 and 1997-1999 LTIPs will be determined under the terms of such LTIP for the applicable cycle, using actual performance for each such cycle, and will be paid to you in a lump sum within 45 days of the end of the year of your Employment Termination. In the event that, under the terms of this Letter Agreement, you could be entitled to both the payments and benefits described in this Paragraph 12 and the payments and benefits provided in Paragraph 7, you shall elect the Paragraph under which payments and benefits are made to you; provided that, in no event shall payments and benefits be paid to you under both Paragraph 7 and this Paragraph. Notwithstanding any provision of this Paragraph to the contrary, any payment or distribution by or on behalf of the Company or any Affiliate to or for the benefit of you (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement or otherwise) as a result of a Change in Control shall not exceed 2.99 times your average "Annualized Includible Compensation for the Base Period," as defined in Code Section 280G(d)(1).

Payments and Benefits Upon Employment Termination After a Change in Control. If, during the Term of this Agreement and within the period ending on the earlier of two (2) years after a Change in Control (all capitalized terms as defined below) or May 6, 2001, or during the Period Pending a Change in Control, (i) your employment with the Company and its Affiliates is terminated without cause (as defined in Subparagraph 7(c12(c)), or (ii) you voluntarily terminate your employment with Good Reason, the Company will, within 30 days (except as otherwise expressly provided) of your Employment Termination, make the payments and provide the benefits described below. (a) The Company will continue your annual Base Salary (as defined below) for twenty-four (24) months following Employment Termination at the same time and in the same manner as the Company paid salary during employment (including the right to defer such amounts under the Company's non-qualified deferred compensation plan) or, at your election, make a lump sum cash payment to you equal to the present value of two times your Base Salary; and (b) For the year in which Employment Termination occurs, the Company will pay an Annual Incentive Plan bonus calculated as of the end of the Annual Incentive Plan year, based on performance for the entire year, at the applicable Target bonus level for that year. The Company will pay such bonus in a lump sum within 45 days of the end of the year of Employment Termination; and (c) With respect to each Welfare Benefit Plan, for the period beginning on Employment Termination and ending on the earlier of (i) two years following Employment Termination, or (ii) the date you become covered by a welfare benefit plan or program maintained by an entity other than the Company or an Affiliate which provides coverage or benefits at least equal, in all respects, to such Welfare Benefit Plan, you shall continue to participate in such Welfare Benefit Plan on the same basis and at the same cost to you as was the case immediately prior to the Change in Control (or, if more favorable to you, as was the case prior to your Employment Termination), or, if any benefit or coverage cannot be provided under a Welfare Benefit Plan because of applicable law or contractual provisions, you shall be provided with substantially similar benefits and coverage for such period; and (d) The Company will pay you a lump sum amount equal to the present value of the additional benefit that you would have accrued under the Company's qualified and non-qualified retirement plans (as in effect prior to the Change in Control or, if benefits are increased under the plans after the Change in Control, as in effect prior to your Employment Termination) had you continued to receive benefits thereunder through the end of the 24th month following Employment Termination. All benefits under the Company's non-qualified retirement plans will be fully vested (to the extent, if any, not vested upon the Change in Control). The Company will pay such lump sum to you within 45 days of the end of the year of Employment Termination; and (e) The Company will add 24 months to your age and benefit service for purposes of determining your eligibility for and benefits under the Company's retiree medical benefit plan; and (f) You will continue to be eligible for the executive perquisites outlined in the Company's policies in effect at the time of the Change in Control (or, if more favorable to you, as in effect prior to your Employment Termination) through the end of the 24th month following Employment Termination. The Company will bear the cost of such benefits and perquisites, at the same level in effect immediately prior to Employment Termination; and (g) If Employment Termination occurs in 1998, you will be fully vested in all performance shares granted to you under the Company's 1996-1998 LTIP, and vested in two-thirds (2/3) of the performance shares under the 1997-1999 LTIP. If Employment Termination occurs in 1999, you will be fully vested in all performance shares granted to you under the Company's 1997-1999 LTIP. The award paid to you under the 1996-1998 and 1997-1999 LTIPs will be determined under the terms of such LTIP for the applicable cycle, using actual performance for each such cycle, and will be paid to you in a lump sum within 45 days of the end of the year of your Employment Termination. In the event that, under the terms of this Letter Agreement, you could be entitled to both the payments and benefits described in this Paragraph 12 16 and the payments and benefits provided in Paragraph 712, you shall elect the Paragraph under which payments and benefits are made to you; provided that, in no event shall payments and benefits be paid to you under both Paragraph 7 12 and this Paragraph. Notwithstanding any provision of this Paragraph Subparagraph 16 to the contrary, any payment or distribution by or on behalf of the Company or any Affiliate to or for the benefit of you (whether paid or payable or distributed or distributable pursuant to the terms of this Letter Agreement or otherwise) as a result of a Change in Control shall not exceed 2.99 times your average "Annualized Includible Compensation for the Base Period," as defined in Code Section 280G(d)(1).